The Board of Directors of The Energy Professionals Association (“TEPA”) has ratified and adopted this Code of Conduct (the “Code”), and all TEPA Members, including members of TEPA regional associations, are hereby bound by the terms and conditions herein effective as of the date provided below.

The Code will govern the activities of all TEPA Members. In the event that it is determined that a TEPA Member has failed to abide by the Code then, subject to the terms herein, such Member may be subject to the penalties provided for herein, as determined by the Board, including revocation of membership.

TEPA Membership is a privilege, is voluntary, and subject to the ongoing approval of the Board of Directors and compliance with the By-Laws, Code of Conduct, and objectives of TEPA. TEPA Members are committed to the advancement of professionalism, education and expansion of competitive energy markets for the benefit of consumers.

A. CODE OF CONDUCT

Each Member of TEPA hereby agrees that it should operate its business in alignment with theCode of Conduct:

A TEPA Member will comply with all applicable Public Utility Commission or other regulations related to their business operations, including education, disclosure, marketing guidelines and rules, and the timely filing of reports pertaining to customer complaints and business operations. A TEPA Member shouldmanage customer information in a confidential and commercially sensitive manner and not release proprietary customer information to any person unless the customer authorizes such release, and the authorization is in compliance with any contractual restrictions or regulations.

When a customer requests aggregation, brokering, consulting, or other services from a TEPA Member, such Member should disclose to the customer upon the customer’s request; i.) all of the Member’s trade and/or commercial names; ii.) any agency relationships the TEPA Member may have with any retail energy providers (e.g. “ESCOs, REPs, of LSEs”); and iii.) that the Member’s source of income is either included in the fee from the supplier or through a different arrangement with the customer. A TEPA Member will not, either expressly or implicitly, in writing or verbally, provide the customer with the impression or belief that such services are “free” to the customer.

A TEPA Member’s fees should be based on the complexity, time involved and market value of the services requested. TEPA Member’s should not charge an excessive amount to the Customer for work performed. TEPA Member’s fees should be market based and avoid discrediting the Member or our industry if disclosed to the Customer, regulators or other market participants. TEPA Board of Directors are a resource for Member’s and will periodically issue guidelines as to the reasonableness of amounts and commissions charged by TEPA Members to the customers

A TEPA Member will conduct its business with honesty and integrity and with a spirit of fairness during all business interactions with customers and suppliers.

A TEPA Member should not provide false or misleading information in response to a request for information from a customer, and all bids from suppliers will be shared completely and truthfully with customers.

A TEPA Member will conduct itself in a manner which commands respect and confidence in the services it provides. A TEPA Member should work in harmony with other TEPA Members, with its clients, and with REPs so as to uphold the integrity of TEPA and the competitive energy industry.

A TEPA Member’s employees should be qualified, by knowledge and experience, for the work it undertakes. A TEPA Member should not endanger the interest of the public or its clients by attempting to handle projects for which it is not qualified or for which it cannot find competent technical assistance.

A TEPA Member should not disseminate or use any form of agreement, advertisement, or other printed material which would be reasonably considered harmful to the competitive energy industry.

A TEPA Member should make aware all of its employees, agents, contractors, officers and directors about this Code of Conduct and compliance with its terms.

A TEPA Member understands the importance of integrity in the competitive energy industry and must be proactive in dealing with adverse actions by aggregators, brokers, consultants, and service providers which are contrary to this Code of Conduct, and therefore, agrees to comply with any discipline committee investigations and hearings regarding any actions of an employee, agent, contractor, officer or director of the TEPA Member.

A TEPA Member shall pay its dues to TEPA in a timely manner and will comply with all increases in dues or other assessments recommended by the Board of Directors and/or the Members of TEPA, and approved by the Members, as the case may be.

A TEPA Member is committed to education and should meet all continuing education requirements recommended of the TEPA Membership by its Board of Directors and/or Members, as the case may be.

B. STANDARDS AND COMPLIANCE COMMITTEE

The Board of Directors shall appoint a five (5) person committee (“Committee”) to oversee the compliance of the TEPA Membership with the Code of Conduct provided herein.

The Committee shall be comprised of five (5) individuals who are employees, officers, directors, shareholders, members or agents of a TEPA Member, but none of the individuals shall be affiliated with the same TEPA Member (i.e. two of the five members shall not be employees, officers or agents of the same TEPA Member). Appointment to the Committee shall be for an indefinite tenure, with the Member serving until such time as: (i.) the member elects to resign his or her position; (ii.) the member ceases to be a TEPA Member or serve as an officer, director, employee, member or agent of a TEPA Member; (iii) TEPA Membership is revoked or suspended, or (iv) The Board of Directors votes unanimously to remove the member from the Committee because of a determination that the member failed to reasonably comply with the terms and conditions of this Code of Conduct.. Vacancies shall be filled by an appointment from the then current Board of Directors. Committee members are specifically prohibited from serving on the Board of Directors while serving on the Committee.

In the event that a disciplinary complaint is brought against one of the acting Standards and Compliance Committee members or any company in which they serve as an officer, director, employee or agent for, then that member shall disqualify himself from hearing the complaint, and the remaining Committee members shall select another employee, officer, director, member or agent of a TEPA Member (the “temporary member”), and such temporary member shall not be affiliated with the same TEPA Member as any of the three current Standards and Compliance Committee members. Once the matter is resolved in which a current Committee member is involved then the temporary member shall cease its activities on the Committee and the current Committee members shall resume their duties, and the Board of Directors shall not appoint any individual to the Standards and Compliance Committee if such individual is currently serving on the Board of Directors.

The Committee members shall elect a committee chairperson (the “Standards and Compliance Committee Chair”), annually, at the committee’s next meeting following the election of the TEPA Board of Directors.

C. COMPLAINT PROCESS

All complaints against a TEPA Member shall be directed to the Committee Chair. Complaints may be made by any individual customer, TEPA Member, Board of Director(s), retail provider or other party with an interest in the activities of TEPA Members.

Upon receipt of a complaint (whether written or verbal), the Committee Chair shall review the complaint, and if the Committee Chair reasonably determines the complaint is legitimate, shall provide the complaint to the other Committee members, and shall also provide a summary of the complaint to the Board of Directors, with such summary provided within two (2) weeks of receipt of the complaint. The Committee Chair shall also then provide a copy of the complaint to the TEPA Member whose actions are being brought into question, and such TEPA Member shall be permitted to respond to the complaint. The Committee members shall then coordinate the task of gathering documentation and other evidence necessary to determine the validity of the complaint. If the Committee members determine that a hearing is necessary, then it shall conduct a hearing (whether in person or via telecommunications) with the TEPA Member and complainant both being invited to attend. There shall be no requirement for a hearing, but a hearing will be conducted solely at the discretion of the Committee.

Following the Committee’s collection and review of the relevant data, documentation, and, if it deems necessary, testimony, then the Committee shall vote to determine if the TEPA Member has violated the Code of Conduct, with the majority ruling. In the event the majority of the Committee members find that a violation of the Code of Conduct has occurred then they shall make a recommendation on the penalty to impose for the violation, based upon the approved penalties provided herein. All determinations shall be completed in a timely and efficient manner, and in the Committee’s final determination shall be reached within one (1) month of receipt of the complaint, unless it is reasonably determined that the Committee cannot complete collection of all the relevant information within such one (1) month period due to delays beyond the Committee’s control.

The Committee Chair shall write a report addressed to the Board of Directors, the TEPA Member against whom the complaint was filed and the complainant detailing the findings of the Committee and its recommended penalty, with such report provided to the Board of Directors within two (2) weeks of the Committee reaching a final determination.

The Board of Directors shall review the report from the Committee Chair at its next meeting and vote on the penalty to impose on the TEPA Member against whom the complaint was filed. The Board of Directors is under no obligation to accept the recommendation of the Committee but may impose a lesser or greater penalty at its discretion.

Following the decision of the Board of Directors, the Chairman of the Board of Directors shall provide written notice to the Committee Chair detailing the punishment agreed to by the Board of Directors.

The Committee Chair shall then provide written notice to the TEPA Member against whom the complaint was filed and to the complainant detailing the punishment agreed to by the Board of Directors and outlining the terms of enforcement of the punishment, if punishment was rendered.

D. PENALTIES

Each TEPA Member shall be subject to the following penalties for a violation of the Code of Conduct (one or more of the penalties can be required for each violation):

A fine in an amount to be determined by the Standards and Compliance Committee and approved by the Board of Directors, however the fine shall not exceed $5000;

Requirement to provide a written apology to the complainant;

Suspension from TEPA for a period of no less than 3 months and no more than 2 years; or

Revocation of membership in TEPA and forfeiture of remaining paid membership fees.

E. FAILURE TO PAY DUES/ASSESSMENTS

In the event a TEPA Member fails to pay its membership dues or any assessments required by the Board of Directors then the process provided in Section C above shall not be required for termination of the defaulting TEPA Member’s membership rights. Dues are assessed on a calendar year basis and are due by March 31 in each calendar year. In the event annual dues from any Member are not received by TEPA on or before April 15, the overdue Member will be sent a final notice (first class mail and via Email). If the renewal is not received by May 1 (or the Monday following if May 1 falls on a weekend) or some method of payment (including term payments) is not requested on or before May 1 by the overdue Member, then the Member will automatically lose its membership and related privileges.

F. DECISIONS NOT SUBJECT TO REVIEW

The TEPA Member signing this Code of Conduct below hereby agrees to be bound and comply with all decisions made by the Board of Directors, Standard and Compliance Committee, and regulatory bodies as provided for herein. The decisions reached based upon this Code of Conduct may not be appealed to any court of law or other party. The Standards and Compliance Committee, and then the Board of Directors, shall have the sole authority to levypenalties imposed herein for violation of this Code of Conduct. Nothing herein shall be construed as limiting any party’s rights to seek a judicial remedy for any claim or damages such person may have against a TEPA Member.

By executing this document the undersigned hereby acknowledges and agrees that it and all of its officers, employees, directors, members, agents and contractors shall abide by this Code of Conduct, and that any violation of this Code of Conduct by the undersigned, or any of officers, employees, directors, members, agents and contractors shall subject the undersigned to the penalties provided for herein.

(Rev. 2.1.2016)

REVOCATION

TEPA is a non-profit organization that is governed according to the by-laws adopted by its members. Upon acceptance into the association, each member is required to read, understand and agree to abide by the “Code of Conduct”. Additionally, it is the responsibility of each member company to ensure that its employees, agents and independent contractors also read, understand and agree to abide by the Code of Conduct.

In the event that a member is alleged to be in violation of the Code of Conduct, then the Disciplinary Committee shall conduct an investigation in accordance with the protocols outlined in the by-laws. If the disciplinary committee finds that a violation has occurred, or if the member in question fails to respond to the allegations, then there are a number of actions that TEPA may take. These actions include, but are not limited to, the assessment of a fine, suspension of membership or permanent revocation of membership. Members who have their memberships permanently revoked may be listed on the TEPA website. For questions about the process, please refer to the by-laws and the Code of Conduct.